CONDITIONS OF TRADING

In these Conditions

"DNS" - means domain name server;

"Fees" - the fees (plus any VAT) due for the provision of the Services as calculated in accordance with the Price List from time to time;

"Inappropriate Material" - Material that under the laws of any jurisdiction where the Material can be accessed is or may be unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, profane, libellous, defamatory or infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code;

"Intellectual Property Rights" - copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world;

"Local Administration Costs" - any registration and other costs charged to Melcomedia for the registration or attempted registration of domain names, such as but not limited to NIC fees;

"Material" - text, graphics, images, sound, video or any combination thereof;

"Netiquette" - generally accepted standards of conduct relating to use of the internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not misrepresenting oneself as having authorisation from another person when one does not;

"NIC Fees" - means the fee charged by the appropriate Network Information Centre;

"Order Form" - an order form completed by Melcomedia at the time of the provision of the relevant information by the Customer by telephone and which indicates which Services the Customer requires and its agreement to the terms and conditions of this Agreement governing such provision;

"Price List" - a list of Melcomedia's then current standard prices for each of the Services available on request from Melcomedia;

"Relevant Legislation" - such laws of Scotland and the Customer's country as relate to data protection and any laws of Scotland and the Customer's country governing Inappropriate Material;

"Melcomedia's Server" - the computer server equipment operated by Melcomedia in connection with the provision of the Services;

"Melcomedia's Web Site" - the web site located at http://www.Melcomedia.com or such other internet address as may be adopted by Melcomedia from time to time;

"Security Phrase" - a unique word or phrase selected by and only known to the Customer which when used verifies the Customer's authorisation to amend the Services listed within their account;

"Services" - the services identified on an Order Form and to be provided by Melcomedia to the Customer pursuant to This Agreement and any others specified by Melcomedia on such Order Form; and

"Web Site" - a web site on the World Wide Web.

2. PAYMENT
2.1 In consideration for the payment of the Fees calculated at the time of the completion of an Order Form Melcomedia agrees to provide the Services.

2.2 The Customer agrees to make payment for the Services in either of the following ways as specified by Melcomedia:

2.2.1 by debit or credit card payment at the time of making the order; or

2.2.2 by payment of invoice within 14 days of the invoice.

2.3 If the Customer fails to pay any invoice, which is due and payable under this Agreement, Melcomedia shall be entitled to charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (both before and after judgement) at an annual rate of 4% above the base rate of The Royal Bank of Scotland plc for the time being in force.

2.4 Non-delivery or non-performance of Services by any third party other than Melcomedia's sub-contractors shall not give the Customer any right to delay any payment to Melcomedia or to make any claim whatsoever against Melcomedia.

2.5 The Customer acknowledges that the Local Administration Costs may differ from the amount or amounts (if any) previously indicated by Melcomedia as a result of changes in pricing by the relevant domain authority and/or of changes in the exchange rates, and agrees that Melcomedia shall, in relation to each request, charge the Customer and the Customer shall pay the Local Administration Costs as published by Melcomedia from time to time or a sum in pounds sterling equal to the actual Local Administrative Costs charged to Melcomedia, whichever is the higher.

2.6 For the purposes of this Agreement, time of payment is of the essence.

3. USE OF SERVICES
3.1 Melcomedia's General User Conditions governs the general policies for the use of the Services and Melcomedia's Privacy Policy govern how Melcomedia collects, stores and uses information that relates to the Customer and the Customer's use of the Services. These policies are posted on Melcomedia's Web Site and may be updated from time to time.

3.2 By using the Services the Customer agrees to be bound by the terms of these policies and any updates of them.

4. INDEMNITY
4.1 The Customer hereby agrees fully to indemnify, keep indemnified and hold harmless Melcomedia, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages or liability (whether civil or criminal) and expenses (including, but not limited to, legal fees) sustained or incurred by Melcomedia or any of its officers, employees, agents, sub-contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of:

4.1.1 the provision by Melcomedia to the Customer of any Service hereunder;

4.1.2 any breach by the Customer of any of its warranties contained in this Agreement;

4.1.3 any content material or required mode of operation supplied or specified by the Customer for any Service; or

4.1.4 any breach by the Customer of any of its obligations under this Agreement.

5. CUSTOMER AUTHORISATION AND OBLIGATIONS
5.1 The Customer hereby appoints Melcomedia to act on its behalf in conjunction with the provision of the Services.

5.2 The Customer acknowledges and accepts that to enable Melcomedia properly to provide the Services it must co-operate with Melcomedia as required by Melcomedia and, without limitation in particular:

5.2.1 the Customer must provide Melcomedia with accurate details of its e-mail and physical addresses and promptly notify Melcomedia in writing of any alterations thereto from time to time;

5.2.2 the Customer must obtain the consent of individuals whose personal data are to be held on a domain name register or are otherwise provided to Melcomedia;

5.2.3 the Customer acknowledges and accepts that it is responsible for the security and proper use of all Security Phrases, user ID and passwords used in connection with the Service and must take all necessary steps to ensure that they are kept confidential, secure, used properly and not disclosed to unauthorised people;

5.2.4 the Customer must satisfy such security checks as Melcomedia may operate in order to change Security Phrases, user ID and passwords;

5.2.5 that Melcomedia reserves the right to suspend Security Phrases, user ID and password access to the Services if at any time Melcomedia considers there is or is likely to be a breach of security; and

5.2.6 the Customer agrees that Melcomedia is authorised to act on instructions that contain the Customer's Security Phrase within any form of communication.

6. MELCOMEDIA'S WARRANTIES
6.1 Melcomedia warrants that it will use reasonable endeavours to ensure that the Services are provided as described on Melcomedia's Web Site but because the Services are provided by means of computer and telecommunication systems Melcomedia gives no warranties or representations that any Service will be uninterrupted or error-free.

6.2 Melcomedia will supply the Services in accordance with this Agreement and to the standards Melcomedia considers appropriate to the nature of services generally required by its customers. Accordingly to the maximum extent permitted by law, except as expressly stated in this Agreement and in so far as required by law where the Customer has dealt as a consumer (as defined in the UK Unfair Terms in Consumer Contracts Regulations 1999), all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and durability and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided.

7. LIMITATION OF LIABILITY
7.1 Nothing in this Agreement limits Melcomedia's liability for any fraudulent statement or for personal injury or death caused by Melcomedia's negligence. However, the Customer acknowledges and takes notice that the Services are not appropriate for use in circumstances where personal injury or death could arise from reliance on the Services whether or not Melcomedia is negligent and that it should satisfy itself as to the accuracy of any statements made by Melcomedia or on Melcomedia's behalf.

7.2 Melcomedia's total liability and the Customer's sole and exclusive remedy, arising in respect of any tort, breach of duty (statutory or otherwise) or breach of this Agreement by Melcomedia (and whether or not by Melcomedia's negligence) is limited to the Fees in respect of which the alleged tort or breach has arisen in the period of 12 months preceding the event giving rise to the liability.

7.3 In no event will Melcomedia be liable to the Customer for any indirect or consequential loss or damage whatever (without limitation for example loss of business, loss of opportunity, loss of profits) including as a result of disclosure of the Customer's password(s) or Security Phrase. In the event that Melcomedia has been advised of the possibility of such loss or damage, such advice shall not constitute the loss or damage if it arises as direct loss or damage. Any liability of Melcomedia whatever arising under this Agreement or otherwise in respect of the Service or any product shall be deemed to end 12 months after the date on which the Customer ought reasonably to have known of the event giving rise to the liability. For the avoidance of doubt, the Customer acknowledges and agrees that no claims or actions by the Customer can be validly made after the expiry of 12 months following such date.

8. TERMINATION
8.1 Melcomedia may terminate this Agreement by notice in writing to the Customer having immediate effect if:

8.1.1 the Customer is in breach of any of its obligations or any policies incorporated by reference under this Agreement;

8.1.2 the supply of the Service and/or any additional services to the Customer may (in the reasonable opinion of Melcomedia) expose Melcomedia to the risk of litigation or other civil proceedings;

8.1.3 the Customer is a company and a resolution is passed for its winding up or a petition for its liquidation is presented;

8.1.4 the Customer is an individual and a petition for bankruptcy is presented against it;

8.1.5 a receiver or liquidator (where the Customer is a company) or a trustee in bankruptcy (where the Customer is an individual) is appointed over it or any of its assets; or

8.1.6 the Customer proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement).

8.2 In the event that any of the circumstances identified in clause 8.1 arises:

8.2.1 Melcomedia shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by Melcomedia to have been committed; and

8.2.2 Melcomedia shall be entitled to retain any sums paid to it by the Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.

8.3 Where an application is made by the Client online for nomination or registration of a domain name the Client will alone be responsible for the name and details entered by the Client.

8.4 If Melcomedia does not receive payment of any Fees in full within 14 days of the date of the invoice, it may terminate this Agreement as regards any Service requested by the Customer without further obligation to the Customer.

9. CONFIDENTIALITY
9.1 Subject to clauses 9.2 and 9.3 each of the parties agrees not to:

9.1.1 disclose any Confidential Information received from the other party; or

9.1.2 make any use of any such Confidential Information other than for the purposes of performance of this Agreement.

9.2 Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub-contractors or suppliers who need to receive the information in the course of performance of this Agreement.

9.3 The confidentiality obligations under clause 9.1 shall not apply to any information which:

9.3.1 is or subsequently becomes available to the general public other than through a breach by the receiving party; or

9.3.2 is already known to the receiving party before disclosure by the disclosing party;

9.3.3 is developed through the independent efforts of the receiving party; or

9.3.4 the receiving party rightfully receives from a third party without restriction as to use.

10. GENERAL
10.1 Subject to clause 10.2, this Agreement together with the Order Form(s), constitutes the entire agreement between the parties hereto relating to the subject matter hereof and save in respect of fraudulent statements, supersedes all prior agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by or between the parties and each party acknowledges that it has not relied on any representation made by the other party unless such representation is expressly included herein.

10.2 Melcomedia reserves the right at any time and at its sole discretion to change or modify any of the terms contained in this Agreement or any policy incorporated by reference under this Agreement, and to determine whether and when any such changes apply to both existing or future Customers. Any modifications or changes will be effective upon posting of the revisions on the Melcomedia Web Site. Melcomedia will post a notice of such changes or modifications to this Agreement on the site for thirty (30) days from the date of such change. Melcomedia may also post changes without notification to the Customer. Continued use of the Services following the posting by Melcomedia of any changes will constitute the Customer's acceptance of such changes.

10.3 If any provision of this Agreement or part thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall continue in full force and effect.

10.4 The rights and obligations of the Customer under this Agreement are personal to the Customer and the Customer undertakes that it shall not nor purport to assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

10.5 Melcomedia reserves the right to sub-contract any of the work required to fulfil its obligations hereunder.

10.6 All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out on the front page of this Agreement or such other address or electronic mail address as the recipient may designate by notice given in accordance with this clause. Any such notice may be delivered personally, by first class pre-paid letter, by facsimile transmission or electronic mail and shall be deemed to have been received:

10.6.1 if by hand delivery - at the time of delivery provided that it is handed over to a senior employee or officer of the recipient company;

10.6.2 if by first class registered post - 48 hours after the date of mailing in the United Kingdom;

10.6.3 if by facsimile - on receipt of telephone confirmation of receipt from the intended recipient; or

10.6.4 if by electronic mail - on receipt of telephone confirmation of receipt from the intended recipient.

10.7 Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

10.8 Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

10.9 Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

10.10 This Agreement shall be governed by the laws of Scotland and the parties submit to the exclusive jurisdiction of the Courts of Scotland.

SECTION 2 - DOMAIN NAME REGISTRATION
11. Together with the terms of Section 1 above, the terms set out in this Section 2 identify the extent of the domain name registration services provided by Melcomedia and the Customer's obligations in relation thereto.

General
12. The Customer recognises and accepts that:

12.1 Whilst Melcomedia will use reasonable endeavours to achieve a successful registration and keep the Customer notified of the progress of the registration application, due to the nature of the registration process, Melcomedia reserves the right to reject any request by a Customer to register any particular domain name or to discontinue processing such a request if Melcomedia considers such application might expose Melcomedia to legal or other proceedings;

12.2 Subject to clauses 2 and 14, the extent of Melcomedia's service in relation to the registration of domain names is:

12.2.1 to forward the Customer's application to the appropriate registry;

12.2.2 to provide administrative support in securing the registration; and

12.2.3 to notify the Customer reasonably promptly of the outcome of the application.

12.3 The Fees due for the provision of domain name Services comprises a number of components including (but not limited to) a one-off initial registration fee, an annually occurring domain management fee and a Local Administration Costs ("NIC Fee") payable for variable periods of time as stated in the Price List.

12.4 Without prejudice to clause 7 above, Melcomedia shall not be liable to the Customer for any direct, indirect or consequential loss, damage cost or expense including without limitation any loss of profit, business or anticipated savings suffered by the Customer on account of a failure to obtain or loss of a domain name.

12.5 Domain name registries retain the right at their discretion to register or refuse to register a domain name applied for by Melcomedia on behalf of the Customer therefore, without prejudice to clause 7 above, Melcomedia gives no warranty or representation of any kind in relation to the likelihood or otherwise of a particular domain name application being successful.

12.6 As is common domain name registration practice, domain names are registered on a first come, first served basis.

12.7 An application for the registration of a domain name cannot be treated as having been successful until the Customer has been notified by email that the requested domain name has been registered. The Customer agrees not to take any action in respect of a requested domain name until email notification has been received.

12.8 The registration of a domain name does not confer any legal rights to a name or its use and any disputes between the Customer and a third party are to be settled using normal legal methods. The Customer agrees that it will not draw Melcomedia into or make Melcomedia a party to any such argument or dispute in any circumstances unless otherwise agreed by the parties in writing.

12.9 The Customer's use of the domain name once registered may be challenged by a third party. In the event of such challenge or if any other dispute arises, the procedures laid down by the relevant registry will apply and these may include the suspension or revocation of a Customer's application for a domain name or the registration of a domain name allocated to the Customer and unless otherwise agreed by the parties in writing Melcomedia shall have no responsibility or involvement in relation thereto.

12.10 Unless otherwise instructed by the Customer at the time of transfer, domain name(s) transferred to Melcomedia's DNS will by default be set up with Melcomedia as the billing and technical contact and the transfer of certain domain name(s) to Melcomedia may incur a transfer-in fee as stated in the Price List at that time.

12.11 Requests to amend administration, technical or billing contact(s) of a domain name(s), and, or to transfer a domain name(s) to another Internet Service Provider (ISP) are chargeable additional Services. Melcomedia will only complete such requests on payment by the Customer of the Fees stated in the Price List at that time.

12.12 Where a Customer has received a domain name as part of Melcomedia Internet Marketing Solution or Melcomedia Internet Trading Solution such Customer shall be required to pay an annual renewal fee for the renewal of such domain name as set out in the Price List from the end of year one; and

12.13 Once a domain name is registered the Fee is non-refundable.

13. The Customer warrants to Melcomedia that:

13.1 all information provided by the Customer to Melcomedia is true and correct, and that any additions or alterations thereto in the future will also be true and correct;

13.2 it has the legal right to apply for and use the domain name(s) as a Web Site address; and

13.3 the domain name(s) and its use as a Web Site address does not and will not infringe the Intellectual Property Rights or any other rights of a third party.

14. The Customer acknowledges:

14.1 that the application process, registration and subsequent use of any domain name is subject to the then current terms and conditions and policies of the relevant registry and the Customer agrees to abide by all such rules and policies; and

14.2 accordingly, the Customer undertakes to read those terms and conditions and policies before applying for a domain name (copies are generally available from the relevant registry's Web Site and are available on request from Melcomedia by fax or post) and to comply with them. The registry terms and conditions for UKccTLDs are available at http://www.nominet.org.uk/nominet-terms.html.

15. Melcomedia accepts no responsibility for the Customer's use or retention of a domain name once registered.
Generic Top Level Domain ("gTLD") and UK Country Code Top Level Domain ("UKccTLD") Name Registration Services

16. The Customer recognises and accepts that:

16.1 The initial registration period of gTLD and UKccTLD domain name(s) is stated in the Price List and at the sole discretion of Melcomedia the Fee is payable either in advance or within 14 days of the date of a Melcomedia invoice;

16.2 Melcomedia will use reasonable endeavours to renew the registration of domain names for further periods of one or more years subject to:

16.2.1 Confirmation being received by Melcomedia from the Customer that such renewal is required; and

16.2.2 receipt by Melcomedia of payment by the Customer of the renewal fees stated in the Price List at that time.

16.3 It is the Customer's ultimate responsibility to ensure all renewal charges are paid to the relevant registry in respect of each domain name registered on behalf of the Customer.
Global Country Code Top Level Domain ("ccTLD") Name Registration Services

17. The Customer recognises and accepts that:

17.1 For those ccTLD domain name(s) specified on an order, Melcomedia will use reasonable endeavours to:

17.1.1 register the domain name as described in Clause 12.2 above for the offered period commencing with the initial date of registration ("Initial Management Period") if such is available from the applicable registry; and

17.1.2 use reasonable endeavours to renew the registration upon expiration of the Initial Management Period and if successful, require immediate credit card or debit card payment or at its sole discretion issue to the Customer an invoice for its then current renewal fees stated in the Price List at that time.

18. The Customer shall be responsible for promptly supplying to Melcomedia all complete and accurate information that Melcomedia requires to provide the Services to the Customer including, but not limited to, all information required by the applicable registry for registration.

19. The Customer shall notify Melcomedia at the time it places the order whether it elects to establish its own DNS. If Customer so elects, but fails or neglects to do so then Melcomedia may, at its option, establish the DNS for the Customer to complete the registration and charge the Customer its then-current fee for transferring the DNS to the Customer.

20. If the Customer fails:

20.1 to provide in a timely manner any information necessary for registration and the registration application is subsequently rejected;

20.2 elects to cancel the order once Melcomedia has commenced processing; or

20.3 accepts the conditions of registration and the registration application is subsequently rejected by the relevant registry for failure to meet those conditions.
Melcomedia shall have satisfied its obligations with respect to such domain name(s) and shall be entitled to payment in full for the same.

21. For the avoidance of doubt there shall be no refund of Fees in any of the foregoing cases.

SECTION 3 - E-MAIL SERVICES (including e-mail forwarding)
22. Together with the terms of Section 1 above, the terms set out in this Section 3 identify the extent of the e-mail services provided by Melcomedia and the Customer's obligations in relation thereto.

23. The Customer undertakes that it will not, and will ensure that others under its control will not, use Melcomedia's e-mail services in a manner that breaches or contravenes Netiquette or Melcomedia's General User Conditions.

24. The Customer acknowledges that any breach of the General User Conditions may result in the immediate suspension or termination of Service(s) or such other immediate action, as Melcomedia deems appropriate.

25. When sending e-mail, the Customer acknowledges that it is responsible for complying with any Relevant Legislation.

26. The Customer acknowledges and agrees that Melcomedia is not responsible for the security of the contents of any e-mail sent or received by the Customer.

27. Melcomedia will use its reasonable endeavours to ensure that messages are routed accurately and promptly but does not accept any liability for non-receipt, non-delivery or mis-direction of e-mail or any other failure of the e-mail system.

28. Melcomedia's policy is to respect the privacy of e-mail messages sent, received forwarded or otherwise dealt with by it and the Customer acknowledges that Melcomedia will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority or to protect Melcomedia's rights and/or position.

Addendum
1. Additional terms relating to .biz registrations
Registrations in the .biz TLD must be used or intended to be used primarily for bona fide business or commercial purposes. For purposes of the .biz Registration.

Restrictions ("Restrictions"), "bona fide business or commercial use" shall mean the bona fide use or bona fide intent to use the domain name or any content, software, materials, graphics or other information thereon, to permit Internet users to access one or more host computers through the DNS:

To exchange goods, services, or property of any kind;

In the ordinary course of trade or business; or

To facilitate (i) the exchange of goods, services, information, or property of any kind; or, (ii) the ordinary course of trade or business.
Registering a domain name solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation shall not constitute a "bona fide business or commercial use" of that domain name.

As a .biz domain name registrant, the Customer hereby certifies to the best of their knowledge that:

The registered domain name will be used primarily for bona fide business or commercial purposes and not (i) exclusively for personal use; or (ii) solely for the purposes of (1) selling, trading or leasing the domain name for compensation, or (2) the unsolicited offering to sell, trade or lease the domain name for compensation. For more information on the .biz restrictions, which are incorporated herein by reference, please see: http://www.neulevel.biz/ardp/docs/rdrp.html

The Customer has the authority to enter into the registration agreement; and

The registered domain name is reasonably related to the Customer's business or intended commercial purpose at the time of registration.

You acknowledge having read and understood and agree to be bound by the terms and conditions of the following documents, as they may be amended from time to time, which are hereby incorporated and made an integral part of this Agreement.

2. Additional terms relating to .info registrations
As a .info domain name registrant, the Customer consents to:

The use, copying, distribution, publication, modification, and other processing of Registered Domain Name Holder's Personal Data by Afilias, the .info Registry Operator, and its designees and agents in a manner consistent with the purposes specified pursuant in its contract.

Submit to proceedings under ICANN's Uniform Domain-name Dispute-Resolution Policy (UDRP) and comply with the requirements set forth by Afilias for domain names registered during the Sunrise Period, including the mandatory. These policies are subject to modification.

Immediately correct and update the registration information for the Registered Name during registration term for the Registered Name, failure to correct this information shall constitute a breach of this Agreement.

Acknowledge that Afilias, the registry operator for .info, will have no liability of any kind for any loss or liability resulting from the proceedings and processes relating to the Sunrise Period or the Land Rush Period, including, without limitation: (i) the ability or inability of a registrant to obtain a Registered Name during these periods, and (ii) the results of any dispute over a Sunrise Registration.

You agree to indemnify, defend and hold harmless Afilias and its directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to your domain name registration.

These Conditions and the Vendor's acceptance of order constitute the entire agreement between the Vendor and the Buyer concerning the supply of the Goods and replace and supersede any prior arrangement, understanding, warranty or representation (other than any fraudulent misrepresentation).

Note: In press releases and news items in their respective archives MELCOMEDIA might denote MELCOMEDIA Limited, MELCOMEDIA and/or MELCOMEDIA.COM. Both refer to the same company; MELCOMEDIA Limited.